shah fciqds limited€¦ · d )ru &'6/ gljlwv ehqhilfldu\ ,' e )ru 16'/...

$: SHAH FCiQDS LIMITED€¦ · d )ru &'6/ gljlwv ehqhilfldu\ ,' e )ru 16'/ &kdudfwhu '3 ,' iroorzhg e\ 'ljlwv &olhqw ,' f 0hpehuv kroglqj vkduhv lq 3k\vlfdo )rup vkrxog hqwhu )rolr 1xpehu$
•

•

Date: 09/10/2018

To,

The Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

Deqr Sir,

•

• • _J \. ......

)

SHAH FCiQDS LIMITED Corporate Office: "SARAYU" 16/1, Kalyan Society, Near Nagri Hospital, Mithakhali, Ellisbridge, Ahmedabad-380 006. INDIA Telefax: 91-79-26420273

91-79-26448371 Mobile: 91-99040 03700

•

E-mail : [email protected] GIN - L 15419GJ1982PLG005071

Subject: 36th Annual Report of the Company

Scrip Code: 519031

We are pleased to inform you that the 36th Annual General Meeting of the Company was held on Saturday, 22nd day of September, 2018 at the Registered Office ofthe Company.

We hereby submit a copy of the Annual Report as per Regulation 34 (1) of SEBI (LODR), 2015 as adopted in the duly convened AGM.

Kindly take it on your record.

Thanking you

Yours faithfully

Nirav u~~y.u

Managi Director DIN: 01880069.

Regd. Office & Factory :

• •

Kalol-Mehsana Highway, Ghhatral-382 729, Taluka-Kalol, Dist. Gandhinagar, GujarC!t. Ph.: 2764-233931-32

BOARD OF DIRECTORS MR. JANAK P. SHAH Vice-Chairman & Whole-time Director DIN01880079

MR. NIRAV J. SHAH Managing Director DIN01880069

MR. SUSHIL P. SHAH Director DIN02529990

MR. VIRENDRA P. SHAH Non-executive Independent Director DIN00643925

MRS. PUSHPA J. SHAH Director DIN07144650

MR. SHRICHAND R. KAHAR Director Operations DIN02538221

MR. HEMANT. M. ASARPOTA Non-executive Independent Director DIN00364044

MR. KUNAL R. ASARPOTA Non-executice ndependent Director DIN06779773(w.e.f. 09-02-2018)

AUDITORS SURESH R. SHAH & ASSOCIATES (Firm registration No: 110691W)

Chartered Accountants

BANKERS BANK OF BARODA

HDFC BANK LTD.

REGISTERED OFFICE BLOCK NO. 453/1, CHHATRAL& WORKS KALOL-MEHSANA HIGHWAY

TALUKA KALOL, DISTRICT GANDHINAGARGUJARAT - 382729

NOTICE

Notice is hereby given that the 36th Annual General Meeting of the Company will be held at Block No. 453/1, Chhatral, Kalol MehsanaHighway Road, Taluka Kalol, Dist. Gandhinagar, Gujarat-382729 on Saturday, 22nd day of September, 2018, at 11.00 am to transactthe following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Statement of Profit and Loss for the year ended on 31st March, 2018 and the AuditedBalance Sheet of the Company as on that date together with the Reports of the Directors and Auditors thereon.

2. To declare a Dividend on equity shares for the financial year ended 31st March, 2018.

3. To appoint Smt. Pushpa Janak Shah, Director (DIN-07144650), who retires by rotation and, being eligible, offers herself forreappointment.

SPECIAL BUSINESS:

4. Appointment of Mr. Kunal Rajesh Asarpota (DIN: 06779773) as an Independent DirectorTo consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 161 and other applicable provisions, if any, of theCompanies Act, 2013 and the rules framed there under, read with Schedule IV to the Act, as amended from time to time,Mr. Kunal Rajesh Asarpota (DIN: 06779773), who was appointed as an Additional & Independent Director of the Companywith effect from 09/02/2018, and whose term expires at this AGM, not liable to retire by rotation, be and is hereby appointedas an Independent Director of the Company to hold office for a period of 5 years with effect from 09/02/2018.’

Place: Ahmedabad By order of the BoardDate: 06/08/2018

Mr. Janak P ShahWhole Time DirectorDIN: 01880079

Registered office:Block No. 453/1, Chhatral,Kalol-Mehsana Highway,Taluka- KalolGujarat-382729

ANNUALREPORT 2017-2018

1

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Businesses to be transacted atthe Annual General Meeting (AGM) is annexed hereto.

2. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need notbe a member of the company. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as aproxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capitalof the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a singleperson as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, shouldbe deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before thecommencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies,societies, etc., must be supported by an appropriate resolution / authority, as applicable

3. The Register of Members and Share Transfer Books of the Company will remain closed from, 14th day of September, 2018, to22nd day of September, 2018 (both days inclusive).

4. The dividend on equity shares for the year ended 31st March, 2018, if declared at the meeting, will be paid / dispatched on duedate to those members whose names appear on the Company’s Register of Members or on records of National SecuritiesDepository Limited and Central Depository Services (India) Limited as beneficial owners as on 14th September, 2018.

5. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the CompaniesAct, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the CompaniesAct, 2013, will be available for inspection at the Annual General Meeting

6. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companiescan serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository. Members holding shares in demat form are requested to registertheir e-mail address with their Depository Participant(s) only. Members of the Company, who have registered their e-mailaddress, are entitled to receive such communication in physical form upon request.

7. The Notice of Annual General Meeting, Annual Report and Attendance Slip are being sent in electronic mode to Memberswhose e-mail IDs are registered with the Company or the Depository Participant(s) unless the Members have registered theirrequest for a hard copy of the same. Physical copy of the Notice of Annual General Meeting, Annual Report and AttendanceSlip are being sent to those Members who have not registered their e-mail IDs with the Company or Depository Participant(s).

8. Members who have received the Notice of Annual General Meeting, Annual Report and Attendance Slip in electronic modeare requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the registration counter to attend theAnnual General Meeting.

9. Pursuant to Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rule, 2014as amended and clause 35B of the Equity Listing Agreement, the Company is pleased to provide the facility to Members toexercise their right to vote by electronic means. The Members, whose names appear in the Register of Members / list ofBeneficial Owners as on Cut-off date i.e. a date not earlier than seven days before the date of general meeting are entitled tovote on the Resolutions set forth in this Notice.

Members who have acquired shares after the dispatch of the Annual Report and before the Cut-off date may approach theCompany for issuance of the User ID and Password for exercising their right to vote by electronic means. A person, who is nota member as on the Cut-off date, should treat this notice for the information purpose only.

10. (a) Submission of PAN and Bank Details

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/DOPl/CIP./P/2018/73 dated April 20, 2018; regarding collection of PANand Bank Account details of all securities holders holding securities in physical form , you are requested to provideus the copy of PAN card duly attested and Bank Details (Cancelled Cheque leaf/attested bank passbook showingname of account holder) . Shareholders holding shares in electronic form are required to furnish their PAN to theirDepository Participant with whom they maintain their account along with documents as required by them. Shareholdersholding shares in physical form are requested to submit photocopy of the PAN Card of all the holders including jointholders duly attested either to the Company’s Registered Office or at the office of its Registrar at the address mentionedabove.

SHAH FOODS LTD

2

(b) Intimation of Share Transfer in Demat form only w.e.f December 5, 20L8.

Pursuant to Amendment to Regulation 40 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 vide Gazette Notification dated June 8, 2018, transfer in securities ofthe Company shall be allowed in dematerialized form only w.e.f. December 5, 2018 and therefore shareholders of theCompany still holding shares in physical form are hereby advised to dematerialize their shares as soon as possible.Transfer of the shares in physical form shall not be allowed after December 5, 2018.

The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter.I. In case of members receiving e-mail from CDSL (for Members whose e-mail addresses are registered with Company/

Depositories):

(i) The voting period begins on 19th day of September, 2018 at 9.00 am and ends on 21st day of September, 2018 at 5.00 pm.During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on thecut-off date (record date) of 14th day of September, 2018 may cast their vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter.

(ii) Log on to the e-voting website www.evotingindia.com(iii) Click on Shareholders(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used.(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders)·Members who have not updated their PAN with theCompany/Depository Participant are requested to use the sequence number which is printed onPostal Ballot/Attendance Slip indicated in the PAN field.

Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your dematOR Date of Birth account or in the company records in order to login.If both the details are not recorded with the(DOB) depository or company please enter the member id / folio number in the Dividend Bank details field

as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this password is to be also used by the demat holders forvoting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-votingthrough CDSL platform. It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in thisNotice.

(xi) Click on the EVSN for the relevant SHAH FOODS LIMITEDon which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you

wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.


3

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and

click on Forgot Password & enter the details as prompted by the system.(xviii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting” available for android based mobiles. The m-

Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from theApp Store and the Windows Phone Store respectively on or after 30th June 2017. Please follow the instructions asprompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians· Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates.

· A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

· After receiving the login details, user would be able to link the account(s) for which they wish to vote on.

· The list of accounts linked in the login should be mailed to [email protected] and on approval of theaccounts they would be able to cast their vote.

· A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)and e-voting manual available at www.evotingindia.com, under help section or write an email [email protected].

In case of members receiving the physical copy:

a) Please follow all steps from sl. no. (i) To sl. no. (xix) above to cast vote.b) The voting period begins on 19th September, 2018 at 9.00 am and ends on 21st September, 2018 at 5.00 pm. During this

period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-offdate (record date) of 14th September, 2018 may cast their vote electronically. The e-voting module shall be disabled byCDSL for voting thereafter.

c) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) ande-voting manual available at www.evotingindia.com under help section or write an email [email protected].

II. Other Instructions:

a) The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company ason 31st March, 2018.

b) Mr. Ishan P Shah, Advocate has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparentmanner.

c) The Scrutinizer shall immediately after the conclusion of voting after the Annual General Meeting, count the votes cast atthe meeting, thereafter unblock the votes in the presence of at least two witnesses not in the employment of the companyand make, not later than three days of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour oragainst, if any, forthwith to the Chairman of the Company. The chairman or person authorised by him in writing shalldeclared the results of the voting forthwith.

d) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s websitewww.shahfoodslimited.com and on the website of CDSL www.evotingindia.co immediately after the result is declaredby the chairman.

e) A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts votes by bothmodes, then voting done through e-voting shall prevail and Ballot shall be treated as invalid.

f) Members holding shares in physical form are requested to intimate any change of address and / or bank mandate toM/s. Big Share Services Pvt. Ltd./Investor Service Department of the Company immediately.

SHAH FOODS LTD

4

g) The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by everyparticipant in securities market. Members holding shares in physical form can submit their PAN details to M/s. Big ShareServices Pvt. Ltd. / Investor Service Department of the Company.

h) Members desiring any information relating to the accounts are requested to write to the Company at least seven days inadvance so as to enable the management to keep the information ready.

Place: Ahmedabad By Order of the BoardDate: 06/08/2018

Mr. Janak P shahWhole Time Director

Registered Office: DIN: 01880079Block No. 453/1, Chhatral,Kalol-Mehsana Highway Road,Taluka-Kalol,Gandhinagar – 382729


5

Explanatory Statement

Pursuant to Section 102 of the Companies Act, 2013.

The following Explanatory Statement sets out all material facts relating to the business mentioned under Item No.4 of the accompanyingNotice:

ITEM No. 4

Appointment of Mr. Kunal Rajesh Asarpota (DIN: 06779773) as Director

The Company had, pursuant to the provisions of Regulation 17 of SEBI (LODR), 2015 appointed of Mr. Kunal Rajesh Asarpota (DIN:06779773), as an Additional Independent Director in its Board Meeting held on 09/02/2018. Pursuant to the provisions of Section 149of the Companies Act, 2013, every listed public company is required to have at least one-third of the total number of directors asindependent directors. Such Independent Director shall be appointed for not more than two terms of five years each and shall not beliable to retire by rotation. Thus, it is proposed to appoint of Mr. Kunal Rajesh Asarpota for a term of five years from 09/02/2018. He hasgiven a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act.He is also notdisqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director of theCompany. In the opinion of the Board, Mr. Kunal Rajesh Asarpota fulfills the conditions for his appointment as an Independent Directoras specified in the Act and the Listing Regulations and he is independent of the management. Appointment of Mr. Kunal RajeshAsarpota as an Independent Director is now being placed before the Members for their approval, for the term stated above. Other termsand conditions for their appointment shall be available for inspection by the Members at the Registered Office of the Company duringbusiness hours on any working day, excluding Saturday. None of the Directors, except the proposed appointee in resolution concerningtheir individual appointment or any of Key Managerial Personnel of the Company or relatives of any of them are, in any way, concernedor interested, financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolutions set out at Item No. 4 of the Notice for approval by the shareholders.

Details of Director is as under Regulation 17 of SEBI (LODR) Regulations, 2015

Details of Director Retiring by Rotation and Seeking Re-appointment under Clause 17 of SEBI (LODR) Regulations, 2015

Name of Director Pushpa Janak Shah Kunal Rajesh Asarpota

Date of Birth 08/03/1947 24/07/1979

Date of Appointment 25/03/2015 09/02/2018

Qualification MBBS M.Com

Expertise Doctor Marketing

Chairman/DesignatedPartner/ None Director inDirector of other Companies/LLPKentradeDevelopments Pvt.Ltd. And Bias Kut DesignsPrivate Limited &Designated Partner inKentradeDevelopments LLP

Chairman/Member Chairman:NIL Chairman: NILCommittees of Companies Member: NIL- Member: 2

No of shares held in the Company 8100 NIL

*Note: The Directorship held by director mentioned above do not include directorship of Private Limited Company.

Place: Ahmedabad By order of the BoardDate: 06/08/2018

Mr. Janak P shahRegistered office: Whole Time DirectorBlock No. 453/1, Chhatral, DIN: 01880079Kalol-Mehsana HighwayTaluka–Kalol,Gandhinagar – 382729

SHAH FOODS LTD

6

Director’s Report

To,The Members ofSHAH FOODS LIMITED

Your Directors have pleasure in presenting the 36th Director’s Report of your Company together with the Audited Statement of Accountsand the Auditors’ Report of your company for the financial year ended, 31st March, 2018.

The summary of operating results for the year is given below.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars Current year Previous Year

Sales 539.16 540.17

Other Income 6.89 7.09

Total Income 546.06 547.26

Depreciation 14.08 14.64

TaxCurrent Tax 4.50 18.50Deferred Tax -0.68 0.75

Profit/(Loss) after Tax 12.29 50.63

Earnings per share (Rs.) :Basic 2.06 8.47Diluted 2.06 8.47

STATE OF COMPANY’S AFFAIRS

During the year under review, the total Income of the Company was Rs 546.06 Lakhs against Rs 547.26 Lakhs in the previous year. TheCompany has earned a Profit after tax of Rs. 12.29 Lakh compared to Rs 50.63 Lakhs in the previous year. Your Directors are continuouslylooking for avenues for future growth of the Company.

TRANSFER TO RESERVES

There is no proposal to transfer any amount to any reserve.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurredbetween the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

No company has become or ceased to be Subsidiary Company, Joint Venture Company or Associate Company during the year.


7

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

The information on meetings of the Board of Directors held during the Financial Year 2017-18 is provided under clause 2 (B) of theCorporate Governance Report.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified inRegulation 17 to 27, 46(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesn’texceed Rs. 10 Crore. However the Report on Corporate Governance and the Requisite Certificate from M/s Pinakin Shah & Co.,Practicing Company Secretary, Ahmedabad is annexed to this Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulationsand the circular issued by SEBI dated 5th. January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of theannual performance of the Directors/Board/Committees was carried out for the finnacial year 2017-18.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

DIVIDEND

The Board has recommended 10% of dividend on equity shares of the Company for the financial year 2017-18 subject to approval ofMembers in the 36th Annual General Meeting.

DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic,financial, market, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed.

DIRECTORS & KEY MANAGERIAL PERSON

Smt. Pushpa Janak Shah, Director (DIN: 07144650) retires by rotation and being eligible offers herself for reappointment. Pursuant toRegulation 17 of the SEBI (LODR) Regulations, 2015, details of Director retiring by rotation is provided under explanatory statement ofthe Notice of the 36th Annual General Meeting.

Mr. Kunal Rajesh Asarpota, Director (DIN: 06779773) has been appointed as a Non-Executive Independent Director with effect from 09/02/2018, pursuant to the provisions of Sections 149, 152 and 161 and other applicable provisions, if any, of the Companies Act, 2013and the rules framed there under, read with Schedule IV to the Act, as amended from time to time. He meets the criteria for independenceas provided in Section 149(6) of the Act read with Regulation 17 of the SEBI (LODR) .

AUDITORS

M/s. Suresh R. Shah & Associates, Chartered Accountants, Ahmedabad (Firm Registration No: 110691W) were appointed as a StatutoryAuditors of the Company with the approval of members at the 36th Annual General Meeting to hold office till the conclusion of the 39th

Annual General Meeting. As per the recent amendment issued by Ministry of Corporate Affairs, ratification of statutory auditors at everyAGM is not required and hence your Directors have not proposed the ratification of M/s Suresh R. Shah & Associates at ensuing AGM.

Auditor’s Report for the year under review does not contain any qualifications, reservations or adverse remarks.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. TheAuditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Pinakin Shah & Co, Practising Company Secretary has been appointed as the Secretarial Auditor of the Company for the financialyear 2017-18 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for thefinancial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report containscertain adverse remarks which are dealt with as under:

SHAH FOODS LTD

8

Sr. No Remarks Explanation

1. Non Compliance of Section 204 No Company Secretary likes to join

of Companies Act, 2013 Small Scale Industry (SSI) Company.

2. Non Compliance of Section 138 The Company has no Internal Auditor commensurateof the Companies Act, 2013 with the size of the Company.

3. Non Compliance Regulation 46 The website was not updated at the time ofof SEBI (LODR) Regulations, 2015 Secretarial Audit.

COST AUDITOR

The Company is not required to maintain cost records as Section 148 of the Company’s act is not appicable to the Company.

COMMITTEES OF THE BOARD

The Committees of the Board is provided under Clause 3 of the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, made any investment or given any guarantee hence information is nil.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the

Board of Directors hereby confirms that,

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are nomaterial departures.

II. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and madejudgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of thecompany as at 31st March, 2018 and of the profits of the company for that period.

III. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to thebest of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on anysystem of internal control and records.

IV. It has prepared the annual accounts on a going concern basis.

V. The Directors, had laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operation efficiently.

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure I to this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred unclaimed dividend of Rs. NIL to the Investor Education and Protection Fund in compliancewith provisions of the Companies Act, 2013.

INSURANCE

All Inventories including Buildings, Machinery etc., is adequately insured.


9

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no Related Party Transactions entered by the Company.

DECLARATION BY INDEPENDENT DIRECTORSThe Board of Directors of the Company hereby confirms that Independent director has given the declaration and he meets the criteriaof independence as provided under Section 149(6) of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME

The company has not conducted familiarization programme for independent director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspectedfraud or violation of the Company’s Code of Conduct or policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

A. Conservation of EnergyThe Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy costper unit. However, it intends to conserve energy for future generation.

B. Technology absorptionThere is no research and development activity carried out by the Company.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings and outgo during the year under review.

EQUITY CAPITAL

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued equity shares with differential rights as to dividend, voting or otherwise.

SHARES IN SUSPENSE ACCOUNT

· Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL

· Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable

· Number of shareholders to whom, shares were transferred from Suspense Account during the year: Not Applicable

· Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL

SHAH FOODS LTD

10

· That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: NotApplicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

· Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginningof the year: NIL

· Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year:Not Applicable

· Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

· Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end ofthe year: NIL

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controlswere tested and no reportable material weaknesses in the design or operation were observed.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressalof sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2017-18.

ACKNOWLEDGEMENT

Your Directors wish to express the continued co-operation received from all the Stakeholders.

Date : 06/08/2018 For, Shah Foods LimitedPlace : Ahmedabad

Shri Janak ShahWhole Time DirectorDIN : 01880079


11

Annexure-1

A. PARTICULARS OF REMUNERATION FOR THE FINANCIAL YEAR 2017-18.

As required under Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. The ratio of the remuneration of each director to the median remuneration of the employees

Name of Director Designation Remuneration ofhe MedianRemuneration Ratio of RemunerationDirectors for 2017-18 of the employees of the directors to the(Rs.in lacs) (Rs, in lacs) median Remuneration of

employees

Janak Shah Whole Time Director 7.61 1.42 5.34:1

Nirav Shah Managing Director 17.50 1.42 12.32:1

Shrichand Kahar Director Operations 5.57 1.42 3.92:1

ii. The percentage increase in remuneration of each Director

Name of Director Designation Remunerationpaid Remunerationpaid % Increase induring 2017-18 during 2016-17 remuneration

Janak Shah Whole Time Director 7.61 7.08 7.5

Nirav Shah Managing Director 17.50 15.09 15.07

Shrichand Kahar Director Operations 5.57 5.23 6.50

iii. The percentage increase in the median remuneration of employees in the financial year 2017-18 : 35.23%

iv. No. of Permanent employees on the rolls of Company as on 31st March, 2018 – 15 Employees

v. Company confirms that the remuneration is as per remuneration policy of the Company.

SHAH FOODS LTD

12

B. PARTICULARS OF EMPLOYEE

Information in terms Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. Particulars of top Five Employee in terms of remuneration drawn

Name& Designation Remuneration Nature of Qualification Experience Date of Age No. ofreceived Employment commencement Equity(Rs in lacs) of Employment Shares held

Neha J. Shah 4,05 Permanent B.A. 20yrs 01/01/2016 46 0

Pradip R Shah 3.05 Permanent B.Com 32 years 01/08/1984 57 100

Kamlesh Joshi 2.20 Permanent B.Sc 24 years 01/09/1992 49 0

Jayesh Joshi 2.01 Permanent B.Com 22 years 01/01/1994 54 0

Iqbal Saiyad 2.16 Permanent SSC 24 years 29/05/1992 52 0

ii. ‘Employees who are employed throughout the year and in receipt of remuneration aggregating

Rs. 1,02,00,000/- or more per year: Nil

iii. Employees who are employed part of the year and in receipt of remuneration aggregating

Rs. 8,50,000/- per month: Nil


13

Annexure – 2

FORM NO. MGT 9

EXTRACT OF ANNUALRETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1.CIN L15419GJ1982PLC005071

2.Registration Date 18/03/1982

3.Name of the Company SHAH FOODS LIMITED

4.Category/Sub-category of the Company Company Limited by SharesIndian Non-Government Company

5.Address of the Registered office CHHATRAL, KALOL-MEHSANA HIGHWAY,, TALUKA KALOL,

& contact details GANDHINAGAR - 382729 Gujarat

Tel. 079-26448371 FAX- 079-26420273

[email protected]

6.Whether listed company YES

7.Name, Address & contact details M/s Big Share Services Pvt. Ltd.,1st floor, Bharat Tin Works Buildng,of theRegistrar & Transfer Agent, if any. Opposite Vasant Oasis, Makwana Road, Marol, Andheri (E),

Mumbai –400 059, MaharashtraEmail- [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of thetotal turnover of the company shall be stated)

S. No. Name and Description of main NIC Code of the % to total turnoverof products/services Product/service of the company

1 Biscuits 190530.03 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NIL

SHAH FOODS LTD

14

IV. SHARE HOLDING PATTERN (Equity Share Capital breakup as percentage of total Equity)

Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the %ChangeShareholders beginning of the year end of the year during the year

Demat Physical Total % of total Demat Physical Total % of total

shares shares

A. Promoters(1) Indiana) Individual/HUF 269400 200 269600 45.12 269400 200 269600 45.12 0b) Central Govtc) State Govt (s)d) Bodies Corp.e) Banks / FIf) Any Other….

Sub-total (A) (1):- 269400 200 269600 45.12 269400 200 269600 45.12 0(2) Foreigna) NRIs - Individualsb) Other – Individualsc) Bodies Corp.d) Banks/FIe) Any OtherSub-total (A) (2):-Total shareholding 269400 200 269600 45.12 269400 200 269600 46.12 0of Promoter (A) =

(A)(1)+(A)(2)

B. Public Shareholding1. Institutionsa) Mutual Fundsb) Banks / FIc) Central Govtd) State Govt(s)e) Venture Capital Fundsf) Insurance Companiesg) FIIsh) Foreign VentureCapital Fundsi) Others (specify)Sub-total (B)(1):-2. Non-Institutionsa) Bodies Corp.i) Indianii) Overseasb) Individualsi) Individual shareholdersholding nominal sharecapital upto Rs.1 Lac 175748 98115 273863 45.83 136860 96315 233175 39.03 -14.84ii) Individual shareholders 30482 0 30482 5.10 75912 0 75912 12.71 +149.20holding nominal sharecapital in excessof Rs1lakh c) Others (specify) 22355 100 23555 3.94 17613 1200 18813 3.14 -20.30

Sub-total (B)(2):- 228582 99315 327900 54.88 230385 97515 327900 54.88 0Total PublicShareholding (B)= 228582 99315 327900 54.88 230385 97515 327900 54.88(B)(1)+(B)(2)C. Shares held byCustodian for GDRs& ADRsGrand Total (A+B+C) 497685 99815 597500 100.00 497785 97715 597600 100.00 0.00


15

B) Shareholding of Promoter-

Sr. No Shareholder’s name Shareholding at the Shareholding at the % change in beginning of the year end of the year shareholding

during the year

No. of % of total % of shares No. of % of total % of shares shares of pledged/ shares shares of pledged/

the emcumbered the encumbered company to total shares company to total shares

1 PRADIP P SHAH 67955 11.37 0.00 67955 11.37 0.00 0.00

2 JANAK PANALAL SHAH 41330 6.92 0.00 41330 6.92 0.00 0.00

3 VIRENDRA P SHAH 29800 4.99 0.00 29800 4.99 0.00 0.00

4 SUSHIL PANALAL SHAH 26550 4.44 0.00 26550 4.44 0.00 0.00

5 SUDHA SHAH 25000 4.18 0.00 25000 4.18 0.00 0.00

6 KALPANA V SHAH 11000 1.84 0.00 11000 1.84 0.00 0.00

7 NIRAV JANAK SHAH 18765 3.14 0.00 18765 3.14 0.00 0.00

8 DR.PUSHPA JANAK SHAH 8100 1.36 0.00 8100 1.36 0.00 0.00

9 NEHA KUNAL VIN 7900 1.32 0.00 7900 1.32 0.00 0.00

10 BIMAL V SHAH 5500 0.92 0.00 5500 0.92 0.00 0.00

11 PRADIP PANALAL SHAH 4500 0.75 0.00 4500 0.75 0.00 0.00

12 CHETAN SUSHIL SHAH 4500 0.75 0.00 4500 0.75 0.00 0.00

13 SUSHIL PANALAL SHAH 3000 0.50 0.00 3000 0.50 0.00 0.00

14 JANAK PANALAL SHAH 3000 0.50 0.00 3000 0.50 0.00 0.00

15 NAYANA SUSHIL SHAH 300 0.05 0.00 300 0.05 0.00 0.00

16 SHRICHAND R. KAHAR 200 0.03 0.00 200 0.03 0.00 0.00

17 KARAN PRADIP SHAH 12200 2.04 0.00 12200 2.04 0.00 0.00

C) Change in Promoters’ Shareholding: No change

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No. Name Particulars Shareholding at the Cumulative shareholding beginning of the year during the year

No. of shares % of total shares No. of shares % of total shares of the company of the company

1 PREM CHAND GUPTA PUBLIC 30482 5.10 30482 5.10

2. PARAMJITKUMAR VERMA PUBLIC 759 0.13 17035 2.85

3 PRADEEP PORWAL PUBLIC 16895 2.83 16895 2.83

4 MURTAZA JAFFERALISEVWALA PUBLIC 12000 2.01 11500 1.93

5 SUMAN PRAKASH SHAH PUBLIC 7295 1.22 7295 1.22

6 N. PRAKASH KUMAR PUBLIC 6810 1.14 6810 1.14

7. PRADIP AMRUTLAL PANCHAL PUBLIC 2722 0.46 6556 1.10

8 HASUMATI ARVIND SHAH PUBLIC 6400 1.07 6400 1.07

9 KUNJBALA S SHAH PUBLIC 5600 0.93 5600 0.93

10 DAVE HARSH VIJAYBHAI PUBLIC 0 0 3380 0.57

SHAH FOODS LTD

16

E) Shareholding of Directors and Key Managerial Personnel:

Sr. Name Particulars Shareholding at the Cumulative shareholding No. beginning of the year during the year

No. of shares % of total shares No. of shares % of total shares of the company of the company

1 VIRENDRA SHAH Director 29800 4.99 29800 4.99

2 NIRAV JANAK SHAH Managing 18765 3.14 18765 3.14

Director

3 JANAK PANALAL SHAH Whole-time 41330 6.92 41330 6.92

Director

4 SUSHIL PANALAL SHAH Director 26550 4.44 26550 4.44

5 SHRICHAND RAMBRIKSH KAHAR Managing 200 0.03 200 0.03

Director

6 PUSHPA JANAK SHAH Director 8100 1.36 8100 1.36

V) INDEBTEDNESS-

Indebtedness of the company including interest outstanding/accrued but not due for payment : Nil

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager/ Directors

Sr. No. Particulars of Name of MD/WTD/Manager Total RemunerationRemuneration

1. Gross Salary Janak Shah Shrichand Kahar Nirav Shah

a) Salary as per provisionscontained in Section 17(1)of the Income-tax,Act, 1961 7.61 lacs 5.57 lacs 15.50 lacs 30.68 lacs

b) Value of perquisitesu/s17(2)of theIncome-tax Act,1961 - - - -

c) Profits in lieu of salary u/s 17(3)

of the Income-tax Act, 1961 - - - -

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission - - - -

Total 7.61 lacs 5.57 lacs 15.50 lacs 30.68 lacs


17

B. Remuneration to other Directors: Nil

C. Remuneration to key managerial personnel other than MD/ Manager/ WTD:

Sr. No. Particulars of Remuneration Name of KMP Total Amount

1. Gross Salary CFO* Janak Shah CEO* Nirav Shah

a) Salary as per provisions - - -contained in Section 17(1)of the Income-tax,Act, 1961

b) Value of perquisitesu/s17(2) - - -of theIncome-tax Act,1961

c) Profits in lieu of salary u/s - - -17(3) of the Income-tax Act, 1961

* Shri Janak Shah is a Whole Time Director and CFO of the Company and Shri Nirav Shah is a Managing Director & CEO of the Company, so thedetails of their remuneration have already been given under clause A-Remuneration to Managing Director, W hole Time Director etc.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

There were no material penalties/punishment/compounding of offences for the year ended on 31st. march, 2018.

SHAH FOODS LTD

18

Certificate Pursuant To Regulation 17 (8) of The SEBI (LODR) Regulations, 2015

We, Shri Janak Shah, Whole-Time Director & CFO and Shri Nirav Shah, Managing Director & CEO do hereby certify to the

Board that:

a) We have reviewed the Balance Sheet as at 31st March 2018, the Profit and Loss Accountant the Cash Flow Statement for the

year ended on that date and that to the best of our knowledge and belief:

i. The said statements do not contain any false, misleading or materially untrue statements or figures or omit any

material fact, which may make the statements or figures contained therein misleading;

ii. The said statements together present a true and fair view of the Company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are

fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated

the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the

Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are

aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee:

i. Significant changes in internal control over financial reporting during the year, if any;

ii. significant changes in accounting policies during the year if any and that the same have been disclosed in the notes

to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management

or an employee having a significant role in the Company’s internal control system over financial reporting.

For Shah Foods Limited

Shri Janak Shah & CFO Shri Nirav Shah & CEODIN: 01880079 DIN: 01880069Place: AhmedabadDate: 06/08/2018


19

ANNEXURE-3

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014)

To

The Members,

Shah Foods Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate

practices by Shah Foods Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.Based on our

verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other Records maintained by the Company

and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial

audit, we hereby report that in our opinion, the company has, during the financial year ended on 31st March, 2018 complied with the

statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to

the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the

financial year ended on 31st March, 2018 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;

5. Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (up to 14th May, 2015)

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (effective from 15th May, 2015);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client – not applicable;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

Based on our verification, we have observed that the SEBI Regulations mentioned at (c), (d), (e), (g) and (h) are not applicable to the

Company during the year as it has not:

i. Issued further Share Capital;

ii. Listed Debt Capital;

iii. Proposed to Delist its Equity Shares;

iv. Proposed to Buy Back any of its Securities.

6. Specifically applicable Laws to the Company, as identified and confirmed by the Management

i. The Food Safety & Standards Act, 2006 and Rules 2011 with allied Rules & Regulations;

SHAH FOODS LTD

20

ii. Legal Metrology Act, 2009 & Rules 2011;

iii. Factories Act, 1948;

iv. Food Adulteration Act, 1954;

v. Standard Weights & Measures Act, 1985;

vi. Essential Commodities Act, 1955

7. Labor Laws applicable to the Employees of the Company:

i. Provident Fund Act, 1952;

ii. Employees State Insurance Act, 1948;

iii. Profession Tax Act, 1975;

iv The Payment of Gratuity Act, 1972

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors

(SS 1) and General Meeting (SS 2).

b) Clauses of Listing Agreements (applicable till November 30, 2015) entered into by the Company with BSE Limited

and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective from December 01, 2015).

We further report that:

During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines etc mentioned

above except the following:

Under the Companies Act, 2013

Sections under the Companies Act, 2013 Non Compliances

Section 204 The Company doesn’t have a whole time Company Secretary.

Section 138 The Company doesn’t have an Internal Auditor.

Under Listing Agreement/ SEBI (LODR) Regulations, 2015

Regulations under SEBI (LODR) Regulations, 2015 Non Compliances

Regulation 46 – Website Company’s Website is non functioning, not updated regularly.


Compliances of applicable Financial Laws including, Direct & Indirect Tax Laws by the Company has not reviewed in this Audit Report;

since the same has been subject to reviewed by the Statutory Auditor & other Designated Professionals.


The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

The Board of Directors of the Company is duly constituted with proper balance of executive Directors, Non-Executive Directors and and

and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at

least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items

before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that :

Based on our review of Compliance Mechanism established by the Company and on the basis of Compliance Certificate(s) issued by

the Managing Director and taken on record by the Board of Directors at their meeting(s), we are of opinion that, there are adequate

systems and processes in place in the Company, which is commensurate with the size and operations of the Company to monitor and

ensure compliance with applicable laws, rules, regulations and guidelines.


21

As informed the Company has responded appropriately to the notices received from various statutory/regulatory authorities including

initiating action for corrective measures, wherever focused necessary.


During the audit period there are no events/actions having a major bearing on the Company’s affairs in pursuance of the above referred

Laws, Rules, Regulations, Guidelines etc referred above.

Date: 06/08/2018 Pinakin Shah & Co.

Place: Ahmedabad Company Secretaries

Pinakin Shah

Proprietor

FCS: 2562; COP: 2932

SHAH FOODS LTD

22

To,

The Members,

Shah Foods Limited

Our report of even date is to be read along with this letter.

Management Responsibility:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an

opinion on these secretarial records based on our audit.

Auditors Responsibility:

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of

the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial

records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company or verified

compliances of Laws other than those mentioned above. Wherever required, we have obtained the management representation

about the Compliance of laws, rules and regulations and happening of events etc.

4. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management. Our examination was limited to the verification of procedures on test basis.

Disclaimer:

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness

with which the management has conducted the affairs of the Company

Date: 06/08/2018 Pinakin Shah & Co.

Place: Ahmedabad Company Secretaries,

Pinakin Shah

Proprietor

FCS: 2562; COP: 2932


23

CORPORATE GOVERNANCE REPORT

This section on Corporate Governance forms part of the Annual Report to the shareholders. It is not mandatory to give this report interms of Regulation 15(2) of the SEBI (LODR) Regulations, 2015.

1. COMPANY’S PHILOSOPHY & CODE OF GOVERNANCE

The Company believes in conducting its affairs in a fair & transparent manner and maintaining the good ethical standards inits dealing with all its constituents.

CODE OF CONDUCT AND ETHICS

The Board of Directors has amended the Code of Conduct and Ethics to align with the provisions of the Companies Act,2013. The confirmation from the Managing Director & CEO regarding compliance with the code by all the Directors andSenior Management forms part of the Report. The Code of Conduct and Ethics is displayed on the website of theCompany (www.shahfoods.com).

CEO / CFO CERTIFICATION

Shri Nirav Shah, Managing Director & CEO and Shri Janak Shah, Whole Time Director & CFO have issued certificate pursuantto the provisions of Regulation 27(2) of the SEBI (LODR) Regulations, 2015 certifying that the financial statements do notcontain any untrue statement and these statements represent a true and fair view of the Company’s affairs. The said certificateis annexed and forms part of the Annual Report.

2. BOARD OF DIRECTORS :

A. COMPOSITION OF THE BOARD OF DIRECTORS

As on March 31, 2018, the strength of the Board was Eight Directors comprising of one Whole Time Director, one ManagingDirector, one Director Operations, three Non-Executive Independent Directors who is free from any business or other relationshipthat could materially influence their judgment and one is Woman Director who is appointed in terms of the provisions ofSection 149 of the Companies Act, 2013 and Regulation 27(2) of the SEBI (LODR) Regulations, 2015.

Details of Directors as on March 31, 2018 and their attendance at the Board meetings and Annual General Meeting (“AGM”)during the financial year ended March 31, 2018 are given below:

Attendance Particulars Total Number of Directorship, Committee Chairmanships and Memberships including Shah Foods Ltd. #

Directors Category Board Meeting Last AGM Directorship Committee MembershipsCommittee Chairmanship

Shri Virendra Shah ID 5 Yes 1 Nil 3

Shri Nirav Janak Shah MD 5 Yes 1 Nil Nil

Shri Janak Panalal Shah VC-WTD 5 Yes 1 1 Nil

Shri Sushil Panalal Shah NED 5 Yes 1 Nil Nil

Shri Shrichand Rambriksh Kahar MD 5 Yes 1 Nil

Shri Pushpa Janak Shah NED 5 No 1 Nil Nil

Shri Hemant Murlidhar Asarpota ID 5 Yes 1 2

Shri Kunal Rajesh Asarpota* ID 0 No 1 2 Nil

Shri Bhupendra D. Parikh** ID 3 Yes 1 Nil Nil

D= Director ID= Independent Director MD= Managing Director VC-WTD= Vice Chairman & Whole time DirectorNED= Non-Executive Director * Appointed on 09/02/2018; **Vacated on 23/12/2017;

# Excludes private limited companies and as per Regulation 26 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Membership/Chairmanship of the Audit Committee and Stakeholders Relationship Committee in Indian public companies havebeen reported.

SHAH FOODS LTD

24

B. BOARD MEETINGS

The gap between two Board meetings did not exceed four months. The schedule of Board/Committee meetings arecommunicated in advance to the directors/committee members to enable them to plan their schedules and to ensure theirmeaningful participation in the meetings. The Board met five times in financial year details of which are summarized as below:

S No. Date of Meeting Board Strength No. of Directors Present

1 29/05/2017 8 8

2 05/08/2017 8 8

3 13/11/2017 8 8

4 23/12/2017 7 7

5 09/02/2018 7 7

In addition independent directors met exclusively in the last quarter of the financial year i.e. on 19/02/2018.

3. COMPOSITION OF COMMITTEES

A. AUDIT COMMITTEE

All Members of the Audit Committee have accounting and financial management expertise. The Chairman of the Committeeattended the AGM held on 23rd September, 2017 to answer the shareholders‘ queries. The role of Audit Committee, the powersexercised by it pursuant to the terms of reference, and the information reviewed by it are in accordance with the requirementsas specified in the Regulation 18 of SEBI (LODR) Regulations, 2015, Companies Act, 2013 and other applicable laws, if any.Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors fromtime to time.

The Vice-Chairman & Whole-time Director and Statutory Auditors are the invitees to the Audit Committee meetings. During theperiod under review, the Audit Committee met four times on 29/05/2017, 05/08/2017, 13/11/2017 and 09/02/2018 and wasattended by all members. The Audit Committee comprises following members:

Name Designation No of meetings attended

Shri Virendra Shah Chairman 4

Shri Hemant Asarpota Member 4

Shri Kunal Asarpota Member 4

NOMINATION AND REMUNERATION COMMITTEE

The roles and responsibilities of the Committee are in accordance with the requirements as specified in the Regulation 19 ofSEBI (LODR) Regulations, 2015, Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Committeealso exercises the role and powers entrusted upon it by the Board of Directors from time to time.

The Constitution of the Nomination and Remuneration Committee during the financial year ended March 31, 2018 is givenbelow:

Name Position Category

Shri Virendra Shah Chairman Non – Executive, Independent Director

Shri Hemant Asarpota Member Non – Executive, Independent Director

Shri Kunal Asarpota Member Non – Executive, Independent Director

Remuneration to Directors

a. The Whole Time Director & Managing Directors get salary and perquisites. Remuneration paid for the year ended 31stMarch, 2018 was as under.

Name of the director Period of appointment Remuneration

Shri Janak Shah Five years with effect from 01/10/2016 7.61 lakhs

Shri Shrichand Kahar Five years with effect from 01/10/2016 5.57 lakhs

Shri Nirav Shah Five years with effect from 01/07/2017 17.50 lakhs

TOTAL 30.68 lakhs


25

b. The criteria for making payments to the Whole time Directors are:

Salary, as recommended by the Nomination and Remuneration Committee and approved by the Board and theshareholders of the Company. Perquisites, retirement benefits and performance pay are also paid/ provided inaccordance with the Company’s compensation policies, as applicable to all employees and the relevant legalprovisions.

Remuneration is determined keeping in view the industry benchmarks.

c. The Non-Executive Directors are not paid sitting fees for attending the meetings of the Board and Committees.

The Company has not paid sitting fees to any director of the Company.

B. STAKEHOLDER RELATIONSHIP COMMITTEE

The terms of reference of the Committee include reviewing and redressing complaints from shareholders such as non-receiptof annual report, transfer of shares, issue of duplicate share certificates, etc.; to oversee and review all matters connected withtransfers, transmissions, dematerialization, rematerialization, splitting and consolidation of securities; to oversee the performanceof the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services;and to perform any other function, duty as stipulated by the Companies Act, Securities & Exchange Board of India, BSE andany other regulatory authority or under any applicable laws, as amended from time to time.

Committee met four times during FY 2017-18 i.e. 29/05/2017, 05/08/2017, 13/11/2017 and 09/02/2018. The Composition ofthe Stakeholders Relationship Committee and details of Members participation at the Meetings of the Committee are asunder:

Name Position No of meetings attended

Shri Virendra Shah Chairman 4

Shri Janak P Shah Member 4

In addition, Details of Shareholders’ Complaints received during the year are as follows:

Particulars No. of Complaints

Investor complaints pending as at April 1, 2017 0

Investor complaints received during the year ended on March 31, 2018 0

Investor complaints resolved during the year ended March 31, 2018 0

Investor complaints pending as on March 31, 2018 0

Share transfer committee

The Stakeholder relationship committee has delegated power of approving transfer of securities to Shri Janak Shah and ShriVirendra Shah. The Committee, inter alia, reviews and approves the transfer/ transmission/ D-mat of equity shares as submittedby Big Share Services Private Limited., the Registrar & Transfer Agent of the Company. There is no physical transfer duringthe year.

4. SPECIAL RESOLUTIONS PASSED AT THE LAST 3 ANNUAL GENERAL MEETINGS

Year Venue of AGM Date & Time No of special resolution passed

2014-15 Chhatral, Kalol-Mehsana Highway, Taluka Kalol Gandhinagar-382729. Monday,19/09/2015At 11.00 a.m. Nil

2015-16 Chhatral, Kalol-Mehsana Highway, Taluka Kalol Gandhinagar-382729. Saturday,24/09/2016At 11.00 a.m. 1

2016-17 Chhatral, Kalol-Mehsana Highway, Taluka Kalol Gandhinagar-382729. Saturday, 23/09/2017 At 11.00 a.m. NIL

5. DISCLOSURE ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS

There were no related party transactions made by the Company.

SHAH FOODS LTD

26

6. STRICTURES AND PENALTIES

The Company has complied with requirements of the Stock Exchanges, SEBI and other statutory authorities on all mattersrelating to capital markets during the last three years and they have not imposed any penalties on, or passed any stricturesagainst the Company.

MEANS OF COMMUNICATION

Quarterly and Annual Financial Results of the Company were submitted to the Stock Exchanges immediately after the Boardapproves them. Thereafter, the same were published in Western Times English and Gujarati Ahmedabad editions. Disclosurespursuant to various clauses of the Listing Agreement were promptly communicated to Bombay Stock Exchange.

No formal presentation was made to the institutional investors or to the analysts during the year under review.

Management Discussion and Analysis forms Part of the Annual Report, which is sent to the Shareholders of the Company.

7. GENERAL SHAREHOLDER INFORMATION

a. Exclusive e-mail id for investor grievances

Pursuant to Regulation 13(3) of the SEBI (LODR) Regulations, 2015, the following email id has been exclusivelydesignated for communicating investor grievances:

Person in-charge of the Department: Shri Janak Shah.

b. Annual General Meeting

Saturday, 22nd day of September, 2018 at 11.00 p.m. at registered office of the Company at Chhatral, Kalol-MehsanaHighway, Taluka Kalol Gandhinagar-382729.

c. Financial CalendarFirst quarter results: August 2018Second quarter results: November 2018Third quarter results: February 2019Annual results: April/May 2019Annual General Meeting: September 2018.

d. Book Closure

The Register of Members and the Share Transfer Register will be closed from Saturday, 14th day of September, 2018to Saturday, 22nd day of September, 2018, (both days inclusive).

e. Dividend Payment Date

Dividend for the year ended 31st March, 2018, if declared, at the Annual General Meeting shall be paid to:

i. Beneficial owners in respect of shares held in electronic form as per the data made available by CDSL/NSDL, as of the close of the business hours on 14th September, 2018; and

ii. To all members in respect of shares held in physical form, after giving effect to valid transfers, in respect oftransfer request lodged with the Company on or before the close of business hours on 14th September,2018.

It shall be paid within five working days from the date of the Annual General Meeting. Dividend shall beremitted through National Electronic Clearing Service (NECS), wherever bank details including MICR Noare available with the Company, and in other cases, through Warrants, payable at par.

f. Shares Listed At

The equity shares of the Company are listed at:Bombay Stock Exchange Limited (BSE)Annual Listing fees for the year 2017-18 have been paid to the stock exchange. The Company has also paid theAnnual Custodial fees to both the depositories.

g. Stock CodesThe stock code of the Company is 531854.

h. International Securities Identification Number (ISIN)

ISIN is a unique identification number allotted to dematerialized scrip.

The ISIN of the Company is INE455D01012.

i. Corporate Identity Number (CIN)

CIN of the Company is L15419GJ1982PLC005071.

j. High/Low of monthly Market Price of the Company’s Equity Shares


27

Bombay Stock Exchange

(In Rs. per Share)

Month’s High Price Month’s Low Price

April, 2017 86.00 61.05

May, 2017 88.10 68.50

June, 2017 88.85 61.75

July, 2017 105.00 64.10

August, 2017 99.95 69.00

September, 2017 96.80 66.00

October, 2017 97.95 58.20

November, 2017 113.95 78.05

December, 2017 125.00 86.00

January, 2018 219.80 105.10

February, 2018 148.75 90.50

March, 2018 111.10 92.25

k. Share Transfer System

As per the SEBI Guidelines, the Registry and Share Transfer activity is being handled by M/s Bigshare ServicesPrivate Limited, Mumbai. The Share Transfer requests received in physical form are normally registered within 15days from the date of receipt.

l. Distribution Of Shareholding (As on March 31, 2018)

On the basis of Share held

Shareholding Of Nominal Number Of Percentage Share Amount Percentage of totalShareholders of total

1-5000 1057 92.4759 1324360 22.1650

5001-10000 37 3.2371 327400 5.4795

10001-20000 16 1.3998 261560 4.3776

20001-30000 9 0.7874 218650 3.6594

30001-40000 1 0.0875 33800 0.5657

40001-50000 2 0.1750 90000 1.5063

50001-100000 9 0.7874 634110 10.6127

100001-9999999999 12 1.0499 3085120 51.6338

Total 1075 5975000 100.0000

On the basis of category

Category No Of Shares Held % Of Total Shares Held

Individual 309087 51.73

Bodies Corporate 16526 2.76

Promoters 269600 45.12

Nonresident Indians 2250 0.38

Clearing Member 37 0.01

Total 597500 100

SHAH FOODS LTD

28

m. Dematerialization Of Shares And Liquidity

Shares of the Company are traded compulsorily in dematerialized form and are available for trading with both thedepositories with whom the Company has established direct connectivity. The D-mat requests received by the Companyare continually monitored to expedite the process of dematerialization. The D-mat requests are confirmed to thedepositories within 15 working days of receipt.

During the year, the Company does not have any Demat requests for equity shares.

• Liquidity: The Company’s Shares are liquid on BSE.

n. Code Of Conduct For Prevention Of Insider Trading

The Company has adopted a comprehensive Code of Conduct pursuant to the provisions of the SEBI (Prohibition ofInsider Trading) Regulations, 1992, for prevention of insider trading in shares of the Company. The Code of Conductis implemented diligently mandating initial and continual disclosures from the senior officials, directors and auditorsof the Company upon trading in the shares of the Company. The Code also restricts specified employees to deal inthe shares of the Company on the basis of any unpublished price sensitive information available to them by virtue oftheir position in the Company. The transactions of the insiders in the shares of the Company are subjected to tradingwindow closures, pre-clearance of trades etc. as envisaged in the Code.

o. Reconciliation of Share Capital Audit Report

Pursuant to the provisions of the SEBI (Depositories & Participants) Regulations, 1996, quarterly audit is beingundertaken by a Practicing Company Secretary for reconciliation of share capital of the Company. The audit reportinter alia covers and certifies that the total shares held in CDSL, NSDL and those in physical form tally with the issuedand paid-up capital of the Company, the Register of Members is duly updated; Demat requests are confirmed withinstipulated time etc. The Reconciliation of Share Capital Audit Report is submitted with BSE and is also placed beforethe meetings of the Board of Directors.

p. Outstanding GDRs/ADRs/Warrants or any convertible instrument as on 31st March, 2018

There were no outstanding GDRs/ADRs/Warrants or any convertible instrument as at end March-2018.

q. Plant Locations

Chhatral,Kalol-Mehsana Highway,Taluka KalolGandhinagar-382729.Telephone No. – 079-26448371E-mail – [email protected]

r. Address for Correspondence

All enquiries, clarification and correspondence should be addressed to the compliance officer at the following Addresses.

1) Shah Foods Limited.

Chhatral, Kalol-Mehsana Highway, Taluka Kalol Gandhinagar-382729.

Telephone – 079-26448371

e-mail : [email protected]

2) Registrar & Transfer Agent

Bigshare Services Private Limited

1st floor, Bharat Tin Works Buildng, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (E),Mumbai –400 059, Maharashtra

Tel-022-28470652/40430200

[email protected]

Website-www.bigshareonline.com


29

CERTIFICATE ON CORPORATE GOVERNANCE

I have examined compliance of conditions of Corporate Governance by Shah Foods Limited (the Company), for the year

ended 31st March, 2018, as stipulated in the relevant provisions of Securities Exchange Board of India (LODR) Regulations, 2015

(‘Listing Regulations’) as referred to in Regulation 27 of the Listing Regulations for the period 1st April, 2017 to 31st March 2018.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited

to procedures & implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.

It is neither an audit nor an expression of opinion on the financial statement of the Company.

In my opinion and to the best of my information and according to the explanations given to me and the representation by the

Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in

the above mentioned Listing Agreement / Listing Regulations, as applicable except Regulation 17, 18, 19, 46(2)(b) to (i) and 47 of the

SEBI (LODR) Regulations, 2015.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

Place: Ahmedabad Pinakin Shah & Co.

Date: 06-08-2018 Practising Company Secretary

FCS 2562, C.P. NO 2932

SHAH FOODS LTD

30

DECLARATION ON ADHERENCE TO THE CODE OF CONDUCT UNDER

REGULATION 27(2) 1 D OF THE LISTING AGREEMENT

All the Board members and senior management personnel of the Company have confirmed

adherence to the Code of Conduct of Shah Foods Limited for the financial year ended March 31, 2018.

Place: Ahmedabad

Date: 06/08/2018 For and on behalf of the Board

Registered Office: Shri Janak Shah

Chhatral, Whole time Director

Kalol-Mehsana Highway, DIN : 01880079

Taluka Kalol

Gandhinagar-382729.


31

INDEPENDENT AUDITOR’S REPORT

To

The Members of

SHAH FOODS LIMITED

Report on The Standalone Financial Statements

We have audited the accompanying standalone financial statements of SHAH FOODS LIMITED (“the Company”), which comprise the

Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of

Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and

other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with

respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial

performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian

Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,

2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance

of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. In conducting our audit, we

have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included

in the audit report under the provisions of the Act and the Rules made there under and the Order issued under section 143(11) of the

Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement

of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal

financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to

design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating

the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the

standalone financial statements.

SHAH FOODS LTD

32

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total

comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from

our examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes

in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed

under section 133 of the Act.

e) on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed

as a director in terms of Section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an

unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over

financial reporting.

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to

the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone

financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material

foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of

Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

Suresh R Shah & Associates


FRN:110691W

Place: Ahmedabad Mrugen K Shah

Date: 30-05-2018 (Partner)

M. No.: 117412


33

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of

SHAH FOODS LIMITED of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of

the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of SHAH FOODS LIMITED (“the Company”) as of March

31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of internal

control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our

audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

(the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under

Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and

the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether adequate internal financial controls over financial reporting was established and maintained and if such controls

operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system

over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures

that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of the company;

SHAH FOODS LTD

34

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only

in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the

company’s assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or

improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material

respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



FRN:110691W



M. No.: 117412


35

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the

Members of SHAH FOODS LIMITED of even date)

i. In respect of the Company’s fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our

opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the

program, certain fixed assets were physically verified by the management during the year. According to the information

and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the records examined by us and based on the examination

of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of

land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect

of immovable properties of land and building that have been taken on lease and disclosed as fixed assets in the

standalone financial statements, the lease agreements are in the name of the Company.

ii. (a) The management of the company has conducted the physical verification of inventory at reasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been

properly dealt with in the books of accounts were not material.

iii. According to the information and explanations given to us, the Company has not granted secured or unsecured loans to any

Company, Firm, Limited Liability Partnership or other party covered in the register maintained under section 189 of the

Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions

of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities,

as applicable.

v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2018

and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies

Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable

to the Company.

vii. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,

Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Value Added Tax, Customs

Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

SHAH FOODS LTD

36

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales

Tax, Service Tax, Value Added Tax, Goods and Service Tax, Customs Duty, Excise Duty, Cess and other material statutory

dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

viii. The Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any

debentures. Hence reporting under clause 3 (viii) of the Order is not applicable to the Company.

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term

loans and hence reporting under clause 3 (ix) of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no

material fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial

remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to

the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177

and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related

party transactions have been disclosed in the standalone financial statements as required by the applicable accounting

standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid

convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered

into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of

the Companies Act, 2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.



FRN:110691W



M. No.: 117412


37

PARTICULARS Note No. As at 31st March 2018 As at 31st March 2017 Rs. Rs. Rs. Rs.

I. ASSETSNon-current assetsPropery, Plant and Equipment (i) Tangible assets 4 1,03,71,953 1,05,40,492 (ii) Intangible assets - -

(iii) Capital work-in-progress - -(iv) Intangible assets under development - -Financial Assets Investments 5 - - Long-term loans and advances 7 6,80,857 6,80,857 Other non-current assets - -

1,10,52,810 1,12,21,348

Current assetsInventories 6 35,37,229 47,03,260Financial Assets Investments - -

Trade receivables - - Cash and Cash equivalents 9 92,57,892 40,68,778 Loans and advances 8 45,58,883 66,54,458Other current assets - -

1,73,54,004 1,54,26,495

TOTAL 2,84,06,814 2,66,47,843

I. EQUITY AND LIABILITIESEquity Equity Share Capital 10 59,75,000 59,75,000 Other Equity 11 1,66,09,656 1,61,00,237

2,25,84,656 2,20,75,237

LiabilitiesNon- current liabilities Deferred Tax liabilities (Net) 12 4,44,406 5,12,503 Long-term Provisions 13 64,972 64,972 Other Non Current liabilities 14 - -

5,09,378 5,77,475

Current Liabilities Short term borrowings - - Trade payables - - Other current liabilities 15 53,12,780 39,95,131 Short term provisions - -

53,12,780 39,95,131

TOTAL 2,84,06,814 2,66,47,843

See significant accounting policies and accompanying notes forming part of the Financial Statements

As per our report of even date For and on behalf of the Board of DirectorsFOR SURESH R SHAH & ASSOCIATES SHAH FOODS LIMITEDChartered AccountantsFirm registration no. 110691W

CA MRUGEN SHAH JANAK P. SHAH NIRAV J. SHAHPartner Vice Chairman Managing DirectorMembership No. 117412Place : Ahmedabad Place : AhmedabadDate : 29th May, 2018 Date : 29th. May, 2018

Balance Sheet as at 31st. March, 2018

SHAH FOODS LTD

38

PARTICULARS Note For the year ended For the year ended

No. Rs. Rs. Rs. Rs.

I Revenue from operations a Revenue from operations (net) - Job Charges 5,48,03,075 5,27,69,593 b Income from Share Trading activities 17 (8,86,776) 12,46,909

5,39,16,298 5,40,16,502II Other Income 16 6,89,402 7,09,165

Total (I + II) 5,46,05,701 5,47,25,667

IV Expensesa Cost of materials consumed 20,67,080

( Deduction from Job charges) -b Purchases of Stock in Trade - -c Changes in inventories of finished goods,

work in progress and Stock-in- trade - -d Employee benefits expense 18 61,54,397 54,92,561e Finance Costs 19 58,072 1,42,313f Depreciation and amortization expense 4 14,08,003 14,64,465g Other expense 20 4,33,07,687 4,05,82,943

Total Expenses 5,29,95,239 4,76,82,282V Profit before Exceptional Items and Tax (III-IV) 16,10,461 70,43,385VI Exceptional Items - -VII Profit before Tax 16,10,461 70,43,385VIII Tax expense:

1 Current tax expenses for the current year 4,50,000 18,50,0002 Earlier Year tax adjustment - 55,0373 Deferred tax (68,096) 75,152

3,81,904 19,80,189IX Profit (Loss) for the period from

continuing operations (VII-VIII) 12,28,558 50,63,196X Profit/(Loss) from discontinuing operationsXI Tax Expense of discontinued operationsXII Profit (Loss) from discontinuing operations

(after tax) (X-XI) -XIII Profit (Loss) for the period (IX+XII) 12,28,558 50,63,196XIV Other Comprehensive Income

A (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be

reclassified to profit or lossB (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be

reclassified to profit or lossXV Total Comprehensive Income for the Period (XIII+XIV) 12,28,558 50,63,196XVI Earnings per equity share:

1 Basic 2.06 8.472 Diluted 2.06 8.47

See significant accounting policies and accompanying notes forming part of the Financial Statements


CA MRUGEN SHAH JANAK P. SHAH NIRAV J. SHAHPartner Vice Chairman Managing DirectorMembership No. 117412Place : Ahmedabad Place : AhmedabadDate : 29th May, 2018 Date : 29th. May, 2018

Statement of Profit & Loss for the year ended on 31st. March, 2018


39

(A) EQUITY SHARE CAPITAL

ParticularsAs at 31st

March,2018As at 31st

March,2017

Balance as at the beginning of the year 59,75,000 59,75,000 Issued during the year - -

Balance as at the end of the year 59,75,000 59,75,000

(B) OTHER EQUITY

Total

Retained Earnings

General reserves

Balance as on 01.04.2017 1,42,65,982 18,34,256 - 1,61,00,237 Addition/(deduction) during the year - Profit For the year 12,28,558 12,28,558 Other Comprehensive Income - Prior Period Loss - Dividend (5,97,500) (5,97,500) Dividend Distribution Tax (1,21,639) (1,21,639) Balance as on 31.03.2018 1,47,75,401 18,34,256 - 1,66,09,656

Balance as on 01.04.2016 92,02,786 18,34,256 1,10,37,041 Addition/(deduction) during the year - Profit For the year 50,63,196 50,63,196 Other Comprehensive Income - Dividend - - Dividend Distribution Tax - - Balance as on 31.03.2017 1,42,65,982 18,34,256 - 1,61,00,237

Other Comprehensive

IncomeParticulars

Reserves & Surplus

Statement of changes in Equity for the year ended on 31st. March, 2018


CA MRUGEN SHAH NIRAV J. SHAHPartner Managing DirectorMembership No. 117412Place : Ahmedabad Place : AhmedabadDate : 29th May, 2018 Date : 29th. May, 2018

SHAH FOODS LTD

40

41

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st. March, 2018

CORPORATE INFORMATION:SHAH FOODS LIMITED (‘the company”) is engaged in manufacturing of Biscuits for Britannia Industries Limited and Tradingof shares and securities.STATEMENT OF COMPLIANCE:The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisionsof the Act.The financial statements up to year ended 31st March 2017 were prepared in accordance with the accounting standardsnotified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.These financial statements are the first financial statements of the Company under Ind AS. The date of transition to Ind AS isApril 1, 2016. Refer Note 3 for the details of significant exemptions availed by the Company on first-time adoption of Ind ASand for an explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position,financial performance and cash flows.

1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS1.1 Basis of preparation and presentation

The Company has followed the provisions of Ind AS 101-”First Time adoption of Indian Accounting Standards” (Ind AS101), in preparing its opening Ind AS Balance Sheet as of the date of transition, i.e. April 1, 2016. In accordance with IndAS 101, the Company has presented reconciliations of Shareholders’ equity under Previous GAAP and Ind ASs as atMarch 31, 2017, and April 1, 2016 and of the Profit/ (Loss) after Tax as per Previous GAAP and Total ComprehensiveIncome under Ind AS for the year ended March 31, 2017For all periods up to and including the year ended March 31, 2017, the Company prepared its financial statements inaccordance with Generally Accepted Accounting Principles (GAAP) in India and complied with the accounting standards(Previous GAAP) as notified under Section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies(Accounts) Rules, 2014, as amended, to the extent applicable, and the presentation requirements of the Companies Act,2013.In accordance with the notification dated February 16, 2015, issued by the Ministry of Corporate Affairs, the Company hasadopted Indian Accounting Standards (Ind AS) notified under Section 133 read with Rule 4A of Companies (Indian AccountingStandards) Rules, 2015, as amended, and the relevant provisions of the Companies Act, 2013 (collectively, “Ind ASs”) witheffect from April 1, 2017 and the Company is required to prepare its financial statements in accordance with Ind ASs for theyear ended March 31, 2018. These financial statements as and for the year ended March 31, 2018(the “Ind AS FinancialStatements”) are the first financial statements, the Company has prepared in accordance with Ind AS.The Company had prepared a separate set of financial statements for the year ended March 31, 2018 and March 31, 2017in accordance with the Accounting Standards referred to in section 133 of the Companies Act, 2013 (the “Audited PreviousGAAP Financial Statements”), which were approved by the Board of Directors of the Company . The management of theCompany has compiled the Special Purpose Comparative Ind AS Financial Statements using the Audited Previous GAAPFinancial Statements and made required Ind AS adjustments. The Audited Previous GAAP Financial Statements, and theSpecial purpose Comparative Ind AS Financial Statements, do not reflect the effects of events that occurred subsequentto the respective dates of approval of the Audited Previous GAAP Financial Statements.The financial statements have been prepared and presented under the historical cost convention on an accrualbasis ofaccounting except for the trading in shares and securities measured at fair value.Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date, regardless of whether that price is directly observable or estimatedusing another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account thecharacteristics of the asset or liability if the market participants would take those characteristics into account when pricingthe asset or liability at the measurement date. Fair value measurement and/or disclosure purposes in the financial statementsis determined on such a basis except for leasing transactions that are within the scope of Ind AS 17, and measurementsthat have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in IndAS 36.

1.2 Functional and presentation currencyThe financial statements are presented in Indian Rupees, the currency of the primary economic environment in whichthe Company operates.

1.3 Use of EstimatesThe preparation of financial statements are in conformity with the recognition and measurement principles of Ind AS whichrequires management to make critical judgments, estimates and assumptions that affect the reporting of assets, liabilities,income and expenditure.Estimates and underlying assumptions are reviewed on an ongoing basis and any revisions to the estimates are recognisedin the period in which the estimates are revised and future periods are affected.Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to thecarrying amount of assets and liabilities within the next financial year, is in respect of:


42

· Useful lives of property, plant and equipment (refer note no. 2.1)· Valuation of deferred tax assets (refer note no. 2.9)· Valuation of inventories (refer note no. 2.4)· Provisions & contingent liabilities (refer note no. 2.7)

2. SIGNIFICANT ACCOUNTING POLICIES2.1. Property, plant and equipment2.1.1. Tangible Assets:

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and anyaccumulated impairment losses. The cost of fixed assets comprises of its purchase price, non-refundable taxes & levies,freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowing costattributable to financing of acquisition or construction of the qualifying fixed assets is capitalized to respective assets whenthe time taken to put the assets to use is substantial.When major items of property, plant and equipment have different useful lives, they are accounted for as separate items ofproperty, plant and equipment. The cost of replacement of any property, plant and equipment is recognized in the carryingamount of the item if it is probable that the future economic benefit associated with the item will flow to the Company andits cost can be measured reliably.The Estimated Useful Lives of assets are in accordance with the Schedule II of the Companies Act, 2013.

2.2. Financial Instruments2.2.1. Cash and cash equivalents

Cash and cash equivalents consists of cash on hand, short demand deposits and highly liquid investments, that are readilyconvertible into known amounts of cash and which are subject to an insignificant risk of change in value. Short term meansinvestments with original maturities / holding period of three months or less from the date of investments. Bank overdraftsthat are repayable on demand and form an integral part of the Company’s cash management are included as a componentof cash and cash equivalent for the purpose of statement of cash flow.

2.2.2. Trade ReceivablesTrade receivables are amounts due from customers for sale of goods or services performed in the ordinary course ofbusiness. Trade receivables are initially recognized at its transaction price which is considered to be its fair value and areclassified as current assets as it is expected to be received within the normal operating cycle of the business.

2.2.3. BorrowingsBorrowings are initially recorded at fair value and subsequently measured at amortized costs using effective interestmethod. Transaction costs are charged to statement of profit and loss as financial expenses over the term of borrowing.

2.2.4. Trade payablesTrade payables are amounts due to vendors for purchase of goods or services acquired in the ordinary course of businessand are classified as current liabilities to the extent it is expected to be paid within the normal operating cycle of thebusiness.

2.2.5. Other financial assets and liabilitiesOther non-derivative financial instruments are initially recognized at fair value and subsequently measured at amortizedcosts using the effective interest method.

2.3. InventoriesItems of inventories are measured at lower of cost and net realisable value after providing for obsolescence, if any exceptinventory of shares and securities held for trading are valued at fair value through P&L. Cost of inventories comprises ofcost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to theirrespective present location and condition. Cost of raw materials, process, stores and spares, packing materials, tradingand other products are determined on weighted average basis.

2.4. Impairment of AssetsFinancial assetsAt each balance sheet date, the Company assesses whether a financial asset is to be impaired. Ind AS 109 requiresexpected credit losses to be measured through loss allowance. The Company measures the loss allowance for financialassets at an amount equal to lifetime expected credit losses if the credit risk on that financial asset has increased significantlysince initial recognition. If the credit risk on a financial asset has not increased significantly since initial recognition, theCompany measures the loss allowance for financial assets at an amount equal to 12-month expected credit losses. TheCompany uses both forward-looking and historical information to determine whether a significant increase in credit riskhas occurred.Non-financial assetsTangible and intangible assetsProperty, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is anyindication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e.

SHAH FOODS LTD

43

higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the assetdoes not generate cash flows that are largely independent of those from other assets. In such cases, the recoverableamount is determined for the cash generating unit (CGU) to which the asset belongs.If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of theasset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized in the statement of profit and lossto such extent.

2.5. Employee BenefitShort term employee benefitsShort term benefits payable before twelve months after the end of the reporting period in which the employees haverendered service are accounted as expense in statement of profit and loss.Long term employee benefitsDefined benefit plansThe Company has obtained gratuity plan from the LIC and the net obligation in respect of defined benefit plans (gratuity,pension and other retirement benefit plans) is calculated using the projected unit credit method as per old GAAP. Thecurrent service cost and interest on the net defined benefit liability / (asset) is recognized in the statement of profit andloss. Past service cost are immediately recognized in the statement of profit and loss. Actuarial gains and losses net ofdeferred taxes arising from experience adjustment and changes in actuarial assumptions are recognized in othercomprehensive income in the period in which they arise.Defined Contribution PlanA defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions forprovident fund and pension as per the provisions of the Provident Fund Act, 1952 to the government. The Company’scontribution is recognised as an expense in the Profit and Loss Statement during the period in which the employee rendersthe related service. The company’s obligation is limited to the amounts contributed by it.Compensated absences and earned leavesThe company offers a short term benefit in the form of encashment of unavailed accumulated compensated absenceabove certain limit for all of its employees and same is being provided for in the books at actual cost.

2.6. Provisions, contingent liabilities and contingent assetsContingent liability :A possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence ornon-occurrence of one or more uncertain future events not wholly within the control of the Company are disclosed ascontingent liability and not provided for. Such liability is not disclosed if the possibility of outflow of resources is remote.Contingent assets :A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by theoccurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingentassets are not recognised and disclosed only when an inflow of economic benefits is probable.Provisions :A provision is recognized when as a result of a past event, the Company has a present obligation whether legal or constructivethat can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation.If the obligation is expected to be settled more than 12 months after the end of reporting date or has no definite settlementdate, the provision is recorded as non-current liabilities after giving effect for time value of money, if material. Wherediscounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

2.7. Revenue Recognisationa)Revenue from the sale of goods is recognised when significant risks and rewards in respect of ownership of the goodsare transferred to the customer, as per the terms of the order. The company has shown separately in the expenses as therevenues from the operations are stated at gross amount as per the Requirement of Ind AS 18 “Revenue”. Further, theamounts collected on behalf of third parties such as government authorities for VAT, Service Tax and GST are excludedfrom the revenue since the same do not result in increase in Equity.b)Interest Income is recognised on time proportion basis.

2.8. Income taxesIncome tax expense comprises current and deferred tax expense. Income tax expenses are recognized in statement ofprofit and loss, except when they relate to items recognized in other comprehensive income or directly in equity, in whichcase, income tax expenses are also recognized in other comprehensive income or directly in equity respectively.Current tax is the tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted by the endof reporting period by the governing taxation laws, and any adjustment to tax payable in respect of previous periods.Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxationauthorities. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicabletax regulations are subject to interpretation and establishes provisions where appropriate.


44

Deferred taxes arising from deductible and taxable temporary differences between the tax base of assets and liabilitiesand their carrying amount in the financial statements are recognized using substantively enacted tax rates and lawsexpected to apply to taxable income in the years in which the temporary differences are expected to be received orsettled.Deferred tax asset are recognized only to the extent that it is probable that future taxable profit will be available againstwhich the deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed ateach reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be availableto allow all or part of the deferred income tax assets to be utilized.

2.9. Earnings Per Sharea) Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders bythe weighted average number of equity shares outstanding during the period.b) For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholdersand the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutivepotential equity shares, if any.

2.10. Borrowing costBorrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assetsthat necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost ofthese assets, until such time as the assets are substantially ready for their intended use or sale.All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.

2.11. Segment ReportingThe company has only one preliminary reportable segment i.e. manufacturing of Biscuits for Britannia Industries Limitedand Trading of shares and securities hence there is no separate reportable segments as required in Ind AS 108 issuedby ICAI.

2.12. DepreciationDepreciation on tangible fixed assets is provided using the Straight Line Method based on the useful life of the assets asestimated by the management and is charged to the Statement of Profit and Loss as per the requirement of Schedule IIof the Companies Act, 2013. In case of additions or deletions during the year, depreciation is computed from the monthin which such assets are put to use and up to previous month of sale or disposal, as the case may be.

2.13. Foreign currency TransactionsForeign currency transactions are recorded at the exchange rate prevailing at the date of transactions. Exchange differencearising on settlement of transactions is recognised as income or expense in the year in which they arise.Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year arerestated at the year-end rate and difference in translations and unrealised gains / (losses) on foreign currency transactionsare recognised in the statement of profit & loss.The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income overthe life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in theyear in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchangecontract is recognised as income or as expense for the year.

3. EXPLANATION OF TRANSITION TO IND ASThese financial statements are the first financial statements of the Company under Ind AS. The date of transition to IndAS is April 1, 2016. The transition is carried out from Indian GAAP (previous GAAP) to Ind AS, notified under Section 133of the Companies Act, 2013 [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of theAct. The Group has applied exceptions and exemptions in accordance with Ind AS 101 “First-time Adoption of IndianAccounting Standards”.Exceptions :i. Estimates :Ind AS estimates on the date of transition are consistent with the estimates as at the same date made in conformity withprevious GAAP.ii. Derecognition of financial assets & liabilities :The Company has applied the de-recognition requirements of Ind AS 109 prospectively from the date of transition to IndAS.iii. Classification and measurement of financial assets :The Company has assessed classification and measurement of financial assets based on facts and circumstancesprevalent on the date of transition to Ind AS.

Exemptions :i. Deemed cost for property, plant and equipment, investment property, and intangible assets:

SHAH FOODS LTD

45

The Company has elected to continue with the carrying value of all of its plant and equipment, investment property andintangible assets recognised as of 1st April, 2016 (transition date), measured as per the previous GAAP and use thatcarrying value as its deemed cost as of the transition date.ii. Designation of previously recognised financial instruments :The Company has classified Inventories of shares and securities at fair value through Profit and Loss Account.

Reconciliation of Equity

Particulars As at 31.03.2017 As at 01.04.2016 Foot Notes

Equity under previous GAAP 201,16,519 164,96,623 Proposed dividend including dividend distribution tax 7,19,139 (A)Fair valuation of equity Instruments held for trading 12,39,580 5,15,418(B)

Total equity under Ind AS 220,75,237 170,12,041

Reconciliation of Total Comprehensive Income

Particulars As at 31.03.2017 Foot NotesProfit after tax as per previous GAAP 63,19,224 Fair valuation of equity Instruments held for trading 7,24,162 (B)Profit after tax as per Ind AS 70,43,385

(A) Under Ind AS, dividend payable and dividend distribution tax is recognised as a liability in the period in which it isdeclared and approved by the shareholders. Under previous GAAP, dividend payable and dividend distribution tax wasrecorded as a liability in the period to which it relates.

(B) Under Ind AS, Equity Instruments held for trading are classified as fair value through Profit & Loss Account while,Under previous GAAP, Equity Instruments held for trading are carried at cost or Market Value/Fair Value whichever islower.21.a) In opinion of the directors, contingent liability not provided is Rs. Nil. (Nil) b) Estimated amount of contracts remaining to be executed on capital account and not provided for: Rs. Nil (Nil).

22. Balances of Trade Payables, Unsecured Loans, Trade Receivables, Long Term and Short Term Loans &Advances, In-operative bank accounts, Other Current and Other Non Current Assets and Provisions are subject tothe confirmation of the parties concerned. Wherever confirmation of the parties for the amounts due to them /amounts due from them as per books of accounts are not received, necessary adjustments, if any, will be made whenthe accounts are reconciled / settled.

23. Previous year accounts being audited by another auditor, opening balances wherever disclosed are beingrelied upon the said accounts and as certified by management of the company.

24. In the absence of information regarding outstanding dues of MICRO or Small Scale Industrial Enterprise(s) asper The Micro, Small & Medium Enterprise Development Act, the Company has not disclosed the same as requiredby Schedule III to the Companies Act.

25. Wherever no vouchers and documentary evidences were made available for our verification, we have relied onthe authentication given by management of the company.

26 Figures have been rounded off to the nearest rupee wherever required.

27 RELATED PARTY DISCLOSURES UNDER ACCOUNTING STATNDARD 18

RELATED PARTY

A) Associate Company : Helios Greentech Pvt Ltd

B) Vice Chairman : Shri Janak P Shah

C) Directors : Shri Sushil P Shah

Shri Virendra P Shah

Shri Shrichand R Kahar

Mrs. Pushpa Janak Shah

Shri Nirav J Shah

RELATED PARTY TRANSACTIONS

A) Associate Companies : Nil


46

B) Directors

Particulars 2017-18 2016-17

(Rupees in Lakhs)

Payments/Provision to Directors (Remuneration & Perquisites)

Shri Janak P Shah 7.61 7.08

Shri S.R. Kahar 5.57 5.23

Shri Nirav J Shah 17.50 15.09

Total 30.68 27.40

· Details of remuneration to Vice chairman, Operations Director are disclosed in the notes to accounts.· There are no write off/write back of any amounts for any amounts for any of the above related party.

28. Payments to AuditorsParticulars 2017-18 (Rupees) 2016-17 (Rupees)For Audit Fees 45,000 35,000For Tax Audit Fees 10,000 10,000For Certification & Professional 10,000 15,196For Service Tax on Fees N.A 9029For GST 11,700 N.A.Total 76,700 69,225

29. During the year under review, Britannia Industries Limited deducts TDS on job-work receipts on job charges includingexcise duty or GST and hence TDS rate & job charges are not comparable.

30. Balance confirmations for debit/credit balances have been sought.31. Additional information pursuant to Act,2013 to the extent applicable. (As certified by the Directors).

A) Installed Capacity:Biscuits 7200 M.T.

(B) Production: 2017-18 2016-17Biscuits(Job) (M.T.) 6,567 6,775

(C) Job Charges Rs. Rs.5,41,86,806 Rs.5,27,69,593/-(D) Value of Imported and Indigenous raw materials (including components) consumed and their percentage:

2017-18 2016-17 Rs.(Lakhs)% Rs.(Lakhs)%

Stores & Spares:Imported — —Indigenous — —

32. Expenditure in foreign currency during the year on account of royalty, know-how, professional consultancy fees, interestand other matters Rs.Nil (Previous Years Rs.Nil)

33. C.I.F. Value of Imports of raw materials, components and spares – Rs.Nil(Previous year Rs. Nil)34. Earning in foreign exchange on account of export etc. – Rs.Nil35. Remittance in foreign currency on account of dividend etc. – Rs.Nil (Previous year Rs.Nil)36. In the opinion of Board of Directors, the current asset, loans & advances are approximately of the same value, if realised

in the ordinary course if business. The provision for all known liabilities is adequate and not in excess of the amountreasonably necessary.

37. DEFERRED TAXMajor components of deferred tax are:

Particulars 31 March 2018 31 March 2017Deferred Tax LiabilityDepreciation (68096) 75,152Deferred Tax AssetsDisallowance under the Income Tax Act,1961Deferred Tax Liability(Net) (68096) 75,152s

SHAH FOODS LTD

47

In Rupees4 FIXED ASSETS GROSS BLOCK NET BLOCK

Particulars As on Addition Deduction As at As on Addition Deduction As at As at As at As at1-Apr-17 31-Mar-18 1-Apr-17 31-Mar-18 31-Mar-18 31-Mar-17 1-Apr-16

Tangible Assets Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees RupeesRUPEES RUPEES RUPEES RUPEES RUPEES RUPEES RUPEES RUPEES RUPEES RUPEES RUPEES

a Computer 14,55,293 39,817 14,95,110 9,96,869 1,75,191 11,72,060 3,23,049 4,58,423 3,31,452 b Factory Building 54,67,276 3,14,696 57,81,972 28,44,258 1,07,258 29,51,516 28,30,454 26,23,018 27,60,131 c Furniture and Fixture 8,06,316 8,06,316 5,34,390 34,585 5,68,975 2,37,341 2,71,926 3,07,365 d Free Hold Land 2,08,914 2,08,914 - - 2,08,914 2,08,914 2,08,914 e Office Equipments 20,02,141 4,82,863 24,85,004 9,82,383 2,91,252 12,73,635 12,11,369 10,19,758 9,44,785 f Vehicle 17,10,382 77,544 17,87,926 4,69,979 1,71,368 6,41,347 11,46,579 12,40,403 14,06,342 g Plant and Machineries 88,84,431 3,24,544 92,08,975 43,99,869 5,44,570 49,44,439 42,64,536 44,84,562 47,61,855 h Tube well 5,97,398 5,97,398 3,63,908 83,779 4,47,687 1,49,711 2,33,490 3,26,049

Total 2,11,32,150 12,39,464 - 2,23,71,614 1,05,91,656 14,08,003 - 1,19,99,659 1,03,71,953 1,05,40,493 1,10,46,893 Previous year 2,01,74,084 34,33,680 - 2,01,74,084 91,27,191 11,85,017 - 91,27,191 1,10,46,892 87,98,230

DEPRECIATION

5 NON CURRENT INVESTMENT Rupees Rupees Rupees Rupees Rupees RupeesAt cost and fully paid-up unless otherwise specified

Investment in Government SecuritiesNSC - - 6,000

TOTAL - - 6,000

6 INVENTARIES Rupees Rupees Rupees Rupees Rupees Rupeesa Raw Materials 53,075 53,075 53,075 b Shares in Trading accounts 34,84,154 46,50,185 37,73,361

TOTAL 35,37,229 47,03,260 38,26,436

7 NON CURRENT LOANS AND ADVANCES Rupees Rupees Rupees Rupees Rupees Rupeesa Income Tax refund receivable 2,30,261 2,30,261 2,30,261 b UGVCL Deposit 4,50,596 4,50,596 4,50,596

TOTAL 6,80,857 6,80,857 6,80,857

8 CURRENT LOANS AND ADVANCES Rupees Rupees Rupees Rupees Rupees Rupeesa Unsecured & considered good and recoverable in cash or in Kind 45,30,946 65,51,889 7,95,378 b Income Tax refund receivable - - 7,70,318 c Innovative Motors Pvt. Ltd. - Activa advance - 65,956 - d interest on UGVCL Deposit 27,937 36,613 36,047

TOTAL 45,58,883 66,54,458 16,01,743

9 CASH & CASH EQUIVALENTS Rupees Rupees Rupees Rupees Rupees Rupeesa Cash on Hand 27,226 21,556 23,451 b Balance with Scheduled Banks

i In Current Accounts 8,98,005 (6,89,367) 1,08,913 ii Fixed Deposit with Bank 81,51,463 44,58,478 52,53,382 iii Accrued Interest on Bank Fixed Deposit 1,81,198 2,78,111 3,00,101

92,30,666 40,47,222 56,62,396 TOTAL 92,57,892 40,68,778 56,85,847

As at 1st April 2016




As at 1st April 2016As at 31st March 2017

As at 31st March 2017




brijesh






SHAH FOODS LTD

48

10 EQUITY SHARE CAPITAL No. of Shares Rupees No. of Shares Rupees No. of Shares Rupeesa AUTHORISED

Equity Share Capital of Rs. 10 each (with voting rights)10,00,000 1,00,00,000 10,00,000 1,00,00,000 10,00,000 1,00,00,000

b ISSUED, SUBSCRIBED & FULLY PAID UP SHARESEquity Share Capital of Rs. 10 each fully paid 5,97,500 59,75,000 5,97,500 59,75,000 5,97,500 59,75,000 (with voting rights )

TOTAL 59,75,000 59,75,000 59,75,000

c

No. of Shares Rupees No. of Shares Rupees No. of Shares RupeesAt the beginning of the year

5,97,500 59,75,000 5,97,500 59,75,000 5,97,500 59,75,000

Issued during the year - - - - - - Outstanding at the end of the year

5,97,500 59,75,000 5,97,500 59,75,000 5,97,500 59,75,000

d

Name of Share Holder No. of Shares Rupees No. of Shares RupeesPRADIP P SHAH 67955 0 67955 11.37%

e





Equity sharesRights & Restriction attached to shares

Reconciliation of the shares (with voting rights) outstanding

Details of shareholders holding more than 5% shares in the Company

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In



As at 31st March 2017As at 31st March 2018

SHAH FOODS LTD

11 OTHER EQUITY Rupees Rupees Rupees Rupees Rupees Rupeesa General Reserve

Opening Balance 18,34,256 18,34,256 18,34,256 Additions / Reduction during the year - - - Adjusted Against Opening Profit & Loss (Debit Balance) - - -

18,34,256 18,34,256 18,34,256 b

1,42,65,982 92,02,786 92,02,786 Add : Profit during the Year 12,28,558 50,63,196

(5,97,500) - (1,21,639) -

1,47,75,400 1,42,65,982 92,02,786 TOTAL 1,66,09,656 1,61,00,237 1,10,37,041

As at 31st March 2018 As at 1st April 2016

Net surplus in the statement of

Closing Balance

Less : Proposed Equity Dividend

Balance as per last financial Surplus/ (deficit) in the

Less : Tax on Equity Dividend


12 DEFERRED TAX LIABILITES (NET) Rupees Rupees Rupees Rupees Rupees Rupeesa Difference between book and tax written down of fixed assets 17,25,847 17,48,990 16,62,045

Gross deferred tax liability 4,44,406 5,40,438 5,13,572 b Less Deferred tax assets

Difference in provision disallowance - (90,407) (2,46,672) Adjustments to the carrying amount of investmentGross deferred tax assets - (27,936) (76,222) Net deferred tax liability 4,44,406 5,12,503 4,37,350

TOTAL 4,44,406 5,12,503 4,37,350

13 NON CURRENT PROVISIONS Rupees Rupees Rupees Rupees Rupees Rupeesa Unclaimed Dividend 64,972 64,972 1,14,481

TOTAL 64,972 64,972 1,14,481

14 OTHER NON CURRENT LIBIALITIES Rupees Rupees Rupees Rupees Rupees Rupeesa HDFC Bank Vehicle Loan - - 1,48,038

TOTAL - - 1,48,038



As at 1st April 2016As at 31st March 2017

As at 31st March 2017 As at 1st April 2016

49

16 OTHER INCOME Rupees Rupees Rupees Rupeesa Interest on Bank Fixed Deposit 5,14,367 3,99,464 b Dividend 1,04,348 65,939 c Interest on I T Refund order - 32,193 d Interest on UGVCL Security Deposit 27,937 37,179 e Other Income 42,750 - f Previous year's excess provision added back 1,74,390

TOTAL 6,89,402 7,09,165

18 PAYMENT TO AND PROVISION FOR EMPLOYEES Rupees Rupees Rupees Rupeesa Staff Salaries, Wages and other benefits 30,86,546 27,50,903 b Directors Remuneration and other benefits 30,67,850 27,41,657

TOTAL 61,54,397 54,92,561

FY 2016-17FY 2017-18

15 OTHER CURRENT LIBIALITIES Rupees Rupees Rupees Rupees Rupees Rupeesa Other payable 53,97,722 32,39,325 48,36,301 b Statutory dues 6,49,590 4,09,964 2,99,562 c Income Tax Payable (7,34,532) 3,45,842 - d - - - e - - -

TOTAL 53,12,780 39,95,131 51,35,863

As at 31st March 2018 As at 1st April 2016As at 31st March 2017

Proposed Equity DividendTax on Equity Dividend

17 PROFIT /(LOSS) FROM STOCKS TRADING Qty Rupees Qty RupeesSales 6,420 18,95,970 1,520 14,85,734

+ Closing Stock 52,700 34,84,154 50,120 46,50,185 59,120 53,80,124 51,640 61,35,918

- Opening Stock 50,120 46,50,185 25,800 37,73,361 - Purchase + Coverion and Demat Charges 9,000 16,16,716 25,840 11,15,649

59,120 62,66,901 51,640 48,89,010 Profit / (Loss) During the Year - (8,86,777) - 12,46,908

FY 2016-17FY 2017-18

19 INTEREST AND FINANCE CHARGES Rupees Rupees Rupees Rupeesa Bank + Credit Card Charges 38,621 86,766 b Interest -Bank 7,053 24,593 c Interest -Others 12,399 30,953

TOTAL 58,072 1,42,313

FY 2016-17FY 2017-18

20 OTHER EXPENSES Rupees Rupees Rupees Rupeesa Power, Light and Fuel 1,36,95,988 1,37,33,134 b Repairs to Plant and Machineries 5,85,103 6,40,172 c Repairs to Factory Building , Tubewell & FF 7,58,715 8,16,970 d Repairs to Electric and others 5,79,055 4,05,688 e Labour & Other Charges-Net after Reimb. from BIL 2,43,73,368 2,17,20,453 f Factory Expenses 2,29,961 3,36,014 g 1,53,437 2,61,615 h Security Expenses 5,61,922 4,73,345 i Adverstiment Expenses 30,540 34,350 j Audit Fees 65,000 69,225 k Conveyance 27,885 10,555 l Electricity 17,780 23,850

m ROC Filling Fees 13,520 9,240 n E-TDS return Filling Fees 538 351 o Insurance 1,51,988 98,498 p Professional Fees 4,34,324 3,87,113 q License Fees 14,216 42,735 s Listing and Depository Fees 3,11,832 2,57,510 t Miscellaneous Expenses 3,26,971 1,48,517 u Communication Expenses 2,10,976 1,67,012 v Printing and Stationery 79,959 1,01,403 w Professional Tax 2,400 2,400 x Rent, Rate and Taxes 33,746 37,206 y Share Transfer Agent Charges 69,025 65,805 z Vehicle Expenses 3,57,777 4,73,478

aa Travelling & Business Support 1,92,301 2,66,304 ab Income Tax FY 2016-17 29,361

TOTAL 4,33,07,687 4,05,82,943

FY 2016-17

Laboratory Expenses

FY 2017-18

SHAH FOODS LTD

50

For the year ending on 31-03-2018

For the year ending on 31-03-2017

A Cash flow from operating activities 16,10,461 70,43,385

14,08,003 14,64,465 58,072 1,42,313 (5,42,304) (4,68,836) (1,04,348) (65,939)

24,29,884 81,15,388

1317648 (11,40,731)1166031 (8,76,824)2095575 (50,52,715)

70,09,138 10,45,119 450000 19,05,037

65,59,138 (8,59,918)

B0 6,000

(12,39,464) (9,58,066) 5,42,304 4,68,836 1,04,348 65,939

(5,92,812) (4,17,291)

C0 (1,48,038)

(7,19,139) (49,509) (58,072) (1,42,313)

(7,77,211) (3,39,860)

51,89,115 (16,17,069)

40,68,778 56,85,847 92,57,892 40,68,778

27,226 21,556 8,98,005 (6,89,367) 83,32,661 47,36,589 92,57,892 40,68,778

2

1

2 Figures in brackets indicate cash outflow.3 Following non cash transactions have not been considered in the cash flow statement:

- Tax deducted at source (on income)

As per our report of even date As per our report of even dateFOR SURESH R SHAH & ASSOCIATES Date : 29th May 2018Chartered AccountantsFirm registration no. 110691W JANAK P. SHAH Vice Chairman

CA MRUGEN SHAH NIRAV J. SHAH Managing DirectorPartnerMembership No. 117412

Decrease / (increase) in inventoriesDecrease / (increase) in short-term loans and advances

Adjustment For:

Repayment of Vehicle Loan

Cash and cash equivalents at the beginning of the year

Dividend Paid (incl. DDT)

Dividend income

Dividend Received

Increase/ (decrease) in other current liabilities

Interest and other finance expense

Movements in fund / capital :

Interest Income

Profit/(Loss) before tax

Depreciation

Fixed Deposits plus accrued interest

Net cash flow from/ (used in) investing activities B

Direct Tax Paid

With banks- in current account

Components of cash and cash equivalentsCash in hand

Sale of non-current investments

Interest ReceivedPurchase of fixed assets

Cash and cash equivalents at the end of the year

4

Notes :

The above Cash flow statement has been prepared under the indirect method set out in AS-3 as notified under section 133 of the Companies Act, 2013

Previous year's figures have been regrouped or reclassified wherever necessary to conform to current year's grouping and classification.

Interest paid

Net cash flow from/ (used in) in financing activities C

Cash generated from /(used in) operations

Total cash and cash equivalents

Summary of significant accounting policies

Net cash flow from/ (used in) operating activities A

Net increase/(decrease) in cash and cash

Operating profit before working capital changes

Cash flows from financing activities

Cash flows from investing activities

CASH FLOW STATEMENT FOR THE YEAR MARCH 31, 2018

SHAH FOODS LTD

shah fciqds limited€¦ · d )ru &'6/ gljlwv ehqhilfldu\ ,' e )ru 16'/...

Documents